Section
|
Requirement
|
Provision
|
149(1)(a)
|
Minimum
number of directors
|
Public
Company -3
Private
Company -2
One Person
Company - 1
|
149(1)(b)
|
Maximum
Directors
|
15
To
increase number of directors beyond 15, pass SR in GM
|
Rule – 3 read with section 149
|
Prescribed
Companies for having at least one woman director
|
(i)
Every listed company
(ii)
Every other public co. having
-
PUC > Rs. 100 crore or
-
TO > Rs. 300 crore
Explanation
– PUC or TO, as the case may, to be taken as on the last date of latest
audited financial statements.
|
149(4)
|
Minimum
Independent Directors
|
Listed
Public Company – 1/3 of Total number of directors and
CG
may prescribe any class or classes of public companies
Explanation
– any fraction to be rounded off as one.
|
Rule - 4
|
Prescribed
public companies to have at least 2 independent directors
|
Prescribed
Companies
PUC
> Rs. 10 crore or
TO
> Rs. 100 crore or
O/s Loans, debentures & deposits >
Rs. 50 crore
Provided
min. no. of independent directors may increase due to composition of audit
committee.
Provided
further this Rule not applicable if none of above three conditions fulfilled
for 3 consecutive years.
Explanation
– PUC, TO etc. to be considered existing on the last date of latest audited
F/S.
|
149(11)
|
Maximum
consecutive terms of Independent director notwithstanding anything contained
in section 149(10)
|
2
Consecutive terms, after that such ID not to be appointed or associated in
the company for 3 years after ceasing to be ID
|
151 read with Rule 7
|
Appointment of
Small Shareholder Director
|
- when to be appointed – In the case of Listed company only
- Small shareholders are those who hold shares of nominal value of
Rs.20,000 or less
- Maximum small
shareholder directorship at one time - 2
- Tenure:- 3 years
|
163
|
Option to adopt principle of
Proportional representation for appointment of directors
|
·
If AOA so provides, at least 2/3rd of total directors shall be so
appointed
·
Voting may be by single transferable vote or system of cumulative
voting or otherwise and
·
such appointment may be made
once in 3 years
·
Tenure of directors so appointed - 3 years
·
Casual vacancy of such directors – as per section 161(4) i.e by BOD
|
165
|
Maximum
limit of Directorships
|
- 20 directorships including alternate
directorship
- Maximum number of directorships in
public companies = 10
- Private Ltd co. which is a Holding
or Subsidiary of a public company to be considered as public company.
|
177
|
Audit Committee
|
Applicability – Listed Company and
such other class or classes of companies, as may be prescribed, shall
constitute Audit Committee.
Prescribe Public Companies (Rule – 6)
a. PUC > Rs. 10 crore or
b. TO > Rs. 100 crore or
c. Total o/s Loans, debentures & deposits > Rs. 50 crore
Explanation
– PUC, TO etc. to be considered existing on the last date of latest audited
F/S.
Composition – Minimum 3 Directors and
out of them majority to be of independent directors:
Provided that majority of members
of Audit Committee including its Chairperson shall be persons with ability to
read and understand, the financial statement.
|
Section 178
|
Nomination and Remuneration Committee
|
Applicability – Every listed company
and prescribed companies
Prescribe Public Companies (Rule – 6)
a.
PUC > Rs. 10 crore or
b. TO > Rs. 100 crore or
c. Total o/s Loans, debentures & deposits > Rs. 50 crore
Explanation
– PUC, TO etc. to be considered existing on the last date of latest audited
F/S.
Composition - >3 non-executive
directors out of which at least ½ shall be independent directors:
Provided that the chairperson of the company
(whether executive or non-executive) may be appointed as a member of the
Nomination and Remuneration Committee but shall not chair such Committee.
|
Section 178
|
Stakeholders Relationship Committee
|
The
Board of Directors of a company which consists of more than 1,000 shareholders,
debenture-holders, deposit-holders and any other security holders at any time
during a financial year shall constitute a Stakeholders Relationship Committee
consisting of a chairperson who shall be a non-executive director and such
other members as may be decided by the Board.
|
Section 181
|
Company to contribute to
bona fide charitable & other funds
|
- By passing BR in BM – up to 5% of average net
profits for the 3 immediately preceding f/y, in any financial year.
- By passing OR in GM – beyond 5 %
|
Section 182
|
Prohibitions and restrictions regarding political contributions
|
- Who cannot
make:-
(i) Government Companies, (ii) Companies which has been in existence for less
than 3 years
- To Whom:- (i) to
political party, (ii) to any other person for political purposes
- Maximum
amount in a f/y to Contribute:- 7.5% of average of last 3 F/Ys Profits
- Requirement - Pass BR in
BM
|
Section 183
|
Contribution to
National Defence Fund etc.
|
Pass BR
No Limit on Contribution
|
Section 186
|
Loan,
Investment, Guarantee & Security by Company
|
- Limit – 60% (PUC + FR +SP) or 100% (
FR + SP), whichever is higher
- Within Limit – Pass Unanimous BR
- Beyond Limit – Pass Unanimous BR +
SR in GM
|
Section 188
|
Related Party
Transactions ( Click on the link)
|
http://www.kcctutorials.com/1057-2/
|
4
|
Minimum Number
of Members
|
- Private Company – 2
- Public Company - 7
|
2(68)
|
Maximum Number
of Members in a Private Company
|
- 200
|
2(63) read with section 114
|
Ordinary &
Special Resolutions
|
- Ordinary Resolution – Passed with
simple majority
- Special Resolution – Passed with 3
times majority i.e votes in favour are 3 times of votes cast against
|
101
|
Notice of GM
|
- Must be sent at least 21 clear days before
the meeting.
- Shorter notice must be approved by 95% members to make it valid.
|
115
|
Special Notice
|
- Is sent by member to company. It
should be sent at least 14 days before the meeting but not earlier than 3
months before the meeting. After receipt of special notice company issues
notices to all other members at least 7 days before the meeting.
|
173
|
Notice of Board
Meeting
|
- is sent at least 7 days before the
Board Meeting.
|
107 + 109 + 110
|
Value of vote
|
- Voting by show of hands – 1 member =
1 vote
- Voting by poll – 1 share = 1 vote
- Postal Ballot = 1 member = 1 vote
|
65
|
Reserve Capital
|
- May be kept by passing Ordinary
Resolution
|
128
|
Place of
Keeping Books of Accounts
|
- To be kept at Registered Office
- To Keep any other place in India,
Pass BR and intimate ROC within 7 days of passing BR
|
55
|
Tenure of
Preference Shares
|
- Up to 20 years
- In case of issued by Infrastructure
companies - Up to 30 years
|
71
|
Tenure of
Secured Debenture
|
- Up to 10 years
- In case of issued by Infrastructure
companies - Up to 30 years
|
73
|
Tenure of
Deposits
|
- Minimum – 6 months
- Maximum – 36 months
|
149
|
Tenure of
Independent Director
|
- Up to 5 years, and Maximum tenures 2
|
151
|
Tenure of Small
Shareholders Directors
|
- Up to 3 years
|
196
|
Maximum Tenure
of Manager, MD or Whole Time Director
|
- 5 years
|
123
|
Payment of
Dividend
|
- Deposit into a separate bank a/c
within 5 days of declaration
- Pay to shareholders within 30 days
from the date of declaration
- Deposit unpaid dividend into ‘
Unpaid Dividend A/c’ within 7 days of lapse of 30 days
- After the lapse of 7 years , deposit
Unpaid Dividend into “Investor Education and Protection Fund” A/c
|
77
|
Registration of
Charge with ROC
|
- Within 30 days from Creation
- Within 300 days from Creation with
special permission of ROC in case of delay
- With the Permission of CG in case of
delay beyond 300 days
|
79
|
Registration of
Modification of Charge with ROC
|
- Within 30 days from Modification
- Within 300 days from Modification
with special permission of ROC in case of delay
- With the Permission of CG in case of
delay beyond 300 days
|
82
|
Registration of
Satisfaction of Charge with ROC
|
- Within 30 days from Satisfaction
- With the Permission of CG in case of
delay beyond 30 days
|
135
|
Applicability
of Corporate Social Responsibility to specified companies
|
Every
company having
- net worth of rupees five hundred
crore or more, or
- turnover of rupees one thousand
crore or more or
- a net profit of rupees five crore or
more
-
|
139
|
Applicability of
Rotation Policy to specified companies
regarding Auditors
|
Meaning of specified
companies: Listed company or all unlisted public companies
having
-
paid up share capital of Rs. 10 crore or more,
-
all private limited companies having paid up share
capital of Rs. 20 crore or more,
- all companies
having public borrowings from financial institutions, banks or public deposits
of Rs. 50 crores or more
|
141
|
Maximum
Auditorships
|
-
20 Companies and Limit of 20 Companies includes:-
a) Public Companies
b) Private Companies having paid up capital of Rs. 100
crore or more
Limit Excludes:
a. Small Companies
b. Dormant Companies
c. One Person Companies
d. Private Companies with Capital less than Rs. 100 crore
|
138
|
Internal Audit
|
(a) every listed company;
(b) every unlisted public company having-
(i)
paid
up share capital of fifty crore rupees or more during the preceding financial
year; or
(ii)
turnover
of two hundred crore rupees or more during the preceding financial year; or
(iii)
outstanding
loans or borrowings from banks or public financial institutions exceeding one
hundred crore rupees or more at any point of time during the preceding
financial year; or
(iv)
outstanding
deposits of twenty five crore rupees or more at any point of time during the
preceding financial year; and
(c) every private company having-
(i)
turnover
of two hundred crore rupees or more during the preceding financial year; or
(ii)
outstanding
loans or borrowings from banks or public financial institutions exceeding one
hundred crore rupees or more at any point of time during the preceding
financial year:
-
|
204
|
Secretarial
Audit Applicability
|
- Every listed company
- Every public company having a paid-up share capital of Fifty
Crore rupees or more; or
- Every public company having a turnover of Two Hundred Fifty
Crore rupees or more.
|
